EXHIBIT 2.1
AGREEMENT AND PLAN OF MERGER
between
Camelot Corporation
(a Nevada corporation)
and
Comjoyful International Company
(a Nevada corporation)
Dated as of December 28, 2012
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER, dated as of December 28, 2012, between Camelot
Corporation, a Nevada corporation ("Parent"), and Comjoyful International
Company, a Nevada corporation and a direct wholly owned subsidiary of Parent
("Merger Sub"). Parent and Merger Sub are hereinafter collectively referred to
as the "Constituent Corporations."
WITNESSETH:
WHEREAS, the board of directors of Parent has determined that it is advisable
and in the best interests of the respective companies and shareholders to enter
into a business combination by means of the merger of Merger Sub with and into
Parent (the "Merger") and has approved and adopted this Agreement and Plan of
Merger (the "Agreement");
NOW, THEREFORE, in consideration of the foregoing and the representations,
warranties, covenants and agreements set forth herein, and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto
hereby agree as follows:
1. Merger and Effective Time. Upon the filing of the articles of merger (the
"Articles of Merger"), entered into concurrently herewith, with the Secretary of
State of the State of Nevada, Merger Sub shall be merged with and into Parent
(the "Merger") and Parent shall be the surviving corporation of the Merger (the
"Surviving Corporation") effective on January 2, 2013 (the "Effective Time").
2. Effect of Merger. At the Effective Time, the separate existence of the
Constituent Corporations shall cease. The effect of the Merger shall be as
provided in the Nevada Revised Statutes. Without limiting the generality of the
foregoing, all rights, powers, privileges, obligations and duties of Merger Sub
shall become the rights, powers, privileges, obligations and duties of the
Surviving Corporation.
3. Name of Surviving Corporation. The name of the Surviving Corporation shall be
"Comjoyful International Company."
4. Governing Documents. The Articles of Incorporation of Parent, only amended to
the extent provided in the Articles of Merger to change its name, and the Bylaws
of Parent, as in effect at the Effective Time, shall continue in full force and
effect as the Certificate of Incorporation and Bylaws of the Surviving
Corporation until sooner terminated or changed as permitted by the provisions of
the Nevada Revised Statutes, as amended.
5. Directors and Officers. At the Effective Time, the directors and the officers
of the Surviving Corporation shall be the incumbent directors and officers of
Parent, all of whom shall hold their positions as directors and officers until
the election and qualification of their respective successors or until their
tenure is otherwise terminated in accordance with the Certificate of
Incorporation or Bylaws of the Surviving Corporation.
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6. Conversion of Securities and Consideration. At the Effective Time, by virtue
of the Merger and in consideration therefor, and without any action on the part
of the Constituent Corporations or any stockholder thereof, (i) each share of
Merger Sub's Common Stock shall be cancelled, and (ii) each share of Parent's
Common Stock shall remain unchanged in the hands of the holder thereof as an
outstanding share of the Surviving Corporation.
7. Representations of Parent. Parent represents and warrants to Merger Sub that
as of the date of this Agreement and as of the Effective Time (a) it is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Nevada, (b) it has all requisite corporate power and authority
to enter into and perform its obligations under this Agreement and Plan of
Merger and to execute the Articles of Merger and to perform its obligations
thereunder, (c) this Agreement has been duly executed and delivered by Parent,
and has been authorized by all necessary corporate action, and constitutes the
legal, valid and binding obligations of Parent, enforceable in accordance with
its terms, and (d) the execution, delivery and performance of this Agreement
does not conflict with any provision of the Certificate of Incorporation or
Bylaws of Parent.
8. Representations of Merger Sub. Merger Sub represents and warrants to Parent
that as of the date of this Agreement and as of the Effective Time (a) it is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Nevada, (b) it has all requisite corporate power and authority
to enter into and perform its obligations under this Agreement and Plan of
Merger and to execute the Articles of Merger and to perform its obligations
thereunder, (c) this Agreement has been duly executed and delivered by Merger
Sub, and has been authorized by all necessary corporate action, and constitutes
the legal, valid and binding obligations of Merger Sub, enforceable in
accordance with its terms, and (d) the execution, delivery and performance of
this Agreement does not conflict with any provision of the Certificate of
Incorporation or Bylaws of Merger Sub.
9. Entire Agreement. This Agreement sets forth the entire agreement and
understanding among the parties as to the subject matter hereof and merges and
supersedes all prior discussions, agreements and understandings of every kind
and nature among them.
10. Severability. If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any rule of law, or public policy, all
other provisions of this Agreement shall nevertheless remain in full force and
effect.
11. Termination and Abandonment. Prior to the Effective Time, this Agreement may
be terminated and the Merger abandoned by the Board of Directors of Parent.
12. Amendment. Prior to the Effective Time, this Agreement may be amended,
modified or supplemented by the Board of Directors of Parent.
13. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada without giving effect to
principles of conflicts of law.
14. Headings. The underlined headings contained in this Agreement are for
convenience of reference only, shall not be deemed to be a part of this
Agreement and shall not be referred to in connection with the construction or
interpretation of this Agreement.
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15. Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
CAMELOT CORPORATION
By: /s/ Xxxxxxx Xxxx
-------------------------------
Name: Xxxxxxx Xxxx
Title: Chief Executive Officer
COMJOYFUL INTERNATIONAL COMPANY
By: /s/ Xxxxxxx Xxxx
-------------------------------
Name: Xxxxxxx Xxxx
Title: Chief Executive Officer
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